1. Term of Agreement
a. Term: This Agreement and the timelines prescribed herein shall commence on the date the Agreement is executed by both parties and a copy, along with the initial payment, is received by CUZTOMERS.COM, and shall remain in effect until either party terminates this Agreement.
b. Binding Effect: Notwithstanding any termination, expiration of non-renewal of this Agreement at the end of the Term or otherwise, Paragraph 6 shall remain in full force and effect and shall be binding upon the legal representatives, successors, and assigns of the parties hereto.
The Client hereby appoints CUZTOMERS.COM to handle all advertising, communication, and related work online and on social media required for its brand.
a. For the Term of this Agreement and any extensions hereto, CUZTOMERS.COM shall use its best efforts to generate more online traffic for the CLIENT in the form of calls to business, clicks to website, or forms filled out request, from Google, Yelp, Yahoo, Facebook, or Bing.
b. CUZTOMERS.COM shall have the exclusive authority to determine the means and methods by which traffic leads are generated.
c. All costs associated with fulfilling the duties and obligations set forth in this Agreement and described in this Paragraph 3 shall be borne exclusively by CUZTOMERS.COM.
4. Compensation and Expenses
a. Payment: For the online marketing services provided pursuant to this Agreement, CLIENT shall pay CUZTOMERS.COM a fee of $300.00 dollars per month.
b. Deposit / Deposit Replenishment: Upon the execution of this Agreement, CLIENT shall provide CUZTOMERS.COM a Deposit in the amount of ($###.##) Dollars to be applied towards initial account setup.
c. Expenses: CUZTOMERS.COM is solely and exclusively responsible for the payment of all expenses incurred in fulfilling its obligations under this Agreement.
5. Termination and Cancellation
a. General Provisions: Either CLIENT or CUZTOMERS.COM, in his or its sole discretion, may terminate this Agreement without cause at any time upon 30 days written notice. If upon termination or cancellation of this Agreement, any funds left from Deposit shall be returned to CLIENT after deducting any unpaid scheduled appointments.
b. Termination for Cause: Either party may immediately terminate this Agreement at any time for Cause by giving written notice of termination to the other. Upon any such termination for Cause, CUZTOMERS.COM shall have no right to compensation for any period subsequent to the effective date of termination. “Cause” shall include: (i) either party is convicted of a felony or misdemeanor which directly affects his ability to carry out his duties under this Agreement; (ii) either party misappropriates the other’s funds, property, trade secrets, confidential information, or otherwise defrauds the other; (iii) either party materially breaches any provision of this Agreement.
6. No Solicitation
a. Solicitation of Customers: During the Term of this Agreement and for a period of nine (9) months following the termination or cancellation of this Agreement, CUZTOMERS.COM shall not directly or indirectly solicit Customers of CLIENT.
b. Solicitation of Employees: During the periods in which the provisions of Section 6(a) shall be in effect, CUZTOMERS.COM or CLIENT, directly or indirectly including through any affiliate entity, shall not solicit, hire, or contact any employee of the other for the purpose of hiring them or causing them to terminate their employment relationship with the other.
7. Non-Disclosure of Confidential Information
a. Confidential Information: CLIENT and CUZTOMERS.COM agree to hold in strict confidence any disclosed Confidential Information solely for the purpose of this Agreement.
b. Exclusions: Information which becomes public through no fault of CUZTOMERS.COM or CLIENT or is lawfully obtained from other sources does not constitute Confidential Information.
c. Work Product: All domains, web pages, designs, accounts, campaigns, keywords, and ad creative conceived or made by CUZTOMERS.COM for CLIENT shall be the sole and exclusive property of CUZTOMERS.COM.
8. General Provisions
a. Assignability: The rights and obligations of this Agreement benefit and bind successors and assigns of CLIENT or CUZTOMERS.COM.
b. Severability: If any provision is invalid or unenforceable, the remainder of the Agreement remains valid and binding.
c. Notices: Specifies the method and addresses for official communications.
d. Counterparts: The Agreement can be executed in counterparts, all of which together constitute one document.
e. Attorney’s Fees: In legal actions arising from this Agreement, the prevailing party is entitled to reasonable attorney’s fees and costs.
f. Governing Law and Venue: The Agreement is governed by California law, with the venue in the Circuit Court of San Bernardino, CA.
g. Independent Contractor Status: CUZTOMERS.COM is an independent contractor, not an employee of CLIENT.
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